UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported):
April
3,
2008
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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(Exact
Name of Registrants as Specified in Their
Charters)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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0-23071
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31-1241495
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(Commission
File Number)
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(IRS
Employer Identification No.)
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915
Secaucus Road, Secaucus, New Jersey
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07094
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(201)
558-2400
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
As
previously disclosed, on March 26, 2008, Hoop Holdings, LLC, Hoop Retail Stores,
LLC and Hoop Canada Holdings, Inc. each filed a voluntarily petition for relief
(collectively, the “U.S. Bankruptcy Case”) under Chapter 11 of the United States
Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the
District of Delaware (the “U.S. Bankruptcy Court”) (Case Nos. 08-10544,
08-10545, and 08-10546, respectively). On March 27, 2008, Hoop Canada, Inc.
filed for protection pursuant to the Companies’
Creditors Arrangement Act
(the
“CCAA”) in the Ontario Superior Court of Justice (Commercial List) (“Canadian
Bankruptcy Court”) (Court File No. 08-CL-7453). Each of the foregoing entities
are collectively referred to herein as the “Hoop Entities” and are subsidiaries
of The Children’s Place Retail Stores, Inc. (the “Company”).
In
connection with the filings, on April 3, 2008, Hoop Retail Stores, LLC and
Hoop
Canada, Inc. (collectively, “Hoop”) and The Children’s Place Services Company,
LLC, (“TCP Services”), a wholly owned subsidiary of the Company, entered into an
Asset Purchase Agreement (the “Asset Purchase Agreement”) with affiliates of The
Walt Disney Company (“Disney”), T2 Acquisition, LLC and T1 WDC Inc., to transfer
a substantial portion of the Disney Store business and assets to Disney (the
“Private Sale”), subject to court approval.
Under
the
Asset Purchase Agreement, the purchase price for the Disney Store business
and
assets shall be approximately $50 to $55 million, payable to Hoop, for the
USA
Acquired Assets (as such term is defined in the Asset Purchase Agreement),
subject to adjustment based on inventory levels and $4 million, payable to
accounts to be specified by TCP Services, for the assignment of its Pasadena,
California headquarters office lease. At its option, Disney may also purchase
the Canadian Acquired Assets (as such term is defined in the Asset Purchase
Agreement) for additional consideration.
The
proposed Private Sale is subject to the approval of the U.S. Bankruptcy Court,
which has scheduled a hearing on April 22, 2008 to hear Hoop’s motion requesting
such approval. In the event of a Canadian sale, such sale must be approved
by
the Canadian Bankruptcy Court. In addition, Disney’s obligation to complete the
Private Sale is conditioned on Disney’s ability to take an assignment of at
least 180 Disney Store leases as well as other customary closing conditions.
The
Private Sale of the USA Acquired Assets is targeted for completion by April
30,
2008. Disney has up to an additional 6 months after closing on the USA Acquired
Assets to determine whether to purchase the Canadian Acquired Assets.
An
official committee of unsecured creditors (the “Committee”) was selected in the
U.S. Bankruptcy Case, and Hoop expects that the Committee will be active in
the
U.S. Bankruptcy Case.
A
copy of
the Asset Purchase Agreement is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain certain forward-looking statements
regarding future circumstances. These forward-looking statements are based
upon
the Company’s current expectations and assumptions and are subject to various
risks and uncertainties that could cause actual results to differ materially.
Some of these risks and uncertainties are described in the Company’s filings
with the Securities and Exchange Commission, including in the “Risk Factors”
section of its reports on Forms 10-K and 10-Q. Risks and uncertainties relating
to the exit of the Disney Store business, including the risk that the proposed
transaction with Disney may not be approved or may not occur, the risk that
any
plan or reorganization may not be approved, the risk that claims may be asserted
against the Company or its subsidiaries other than the Hoop Entities, whether
or
not such claims have any merit, and that the Company will need to devote
substantial resources to defend such claims, the risk that Disney may bring
litigation against the Company and assert various claims under the Guaranty
and
Commitment and other agreements relating to the Company’s operation of the
Disney Store business, the risk that the Company may not be able to access,
if
necessary, additional sources of liquidity or obtain financing on commercially
reasonable terms or at all, as well as risks and uncertainties relating to
other
elements of the Company’s strategic review, could cause actual results, events
and performance, including aggregate estimated exit costs, to differ materially.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they were made. The Company
undertakes no obligation to release publicly any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Item
9.01 Financial
Statement and Exhibits.
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Exhibit
10.1 |
Asset
Purchase Agreement, dated April 3, 2008, by and among T2 Acquisition,
LLC,
T1 WDC, Inc., TCP Services and
Hoop.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: April 7, 2008 |
THE
CHILDREN’S PLACE RETAIL STORES, INC.
By:
/s/
Susan J.
Riley
Name: Susan
J. Riley
Title: Executive
Vice President, Finance and
Administration
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